What if Gwen Stacey returned as Venom?
by Matthias19
Summary: Just spitballing an idea for abit of fun. Comments and critiques welcome!


Peter came around to the distant honking of cars and a cold wind against his face.

 _His face..._

He quickly realised his mask was off and as he instinctively tried to bring up a hand to cover himself he discovered that he was bound. Cocooned up to his shoulders in thick, dark webbing and suspended upside down from the eastern tower of the George Washington Bridge.

The honking he had heard before was the traffic, moving oblivious to his plight hundreds of feet below. A sharp pain began throbbing in the back of his head and the memories of the past hour came flooding back.

He had been on patrol in Manhattan, swinging high when out of nowhere and without any warning from his spider-sense a black figure leapt at him, slamming him into the side of a skyscraper and repeatedly smashing his head into the wall until he lost consciousness.

He groaned and began to struggle, straining with all his might against his bonds, but they held fast. As he tried to recover his strength, the webline attaching him to the bridge began to move.

He looked up to find the source of the vibration and saw his assailant scuttling down towards him. It was a woman, wearing what at first glance appeared to be his old black costume. As she drew closer however he realized it was no costume at all.

 _The symbiote…_

No longer bothering to conceal its nature by disguising itself as clothing, he now saw the alien as it truly was. Its black substance seemed to have fused with the host's body, having no visible creases and a disturbing flesh-like texture; at first glance it gave the black figure the appearance of nudity. Her fingers and toes ended in murderous claws and worst of all, her face had been transformed into a nightmare devoid of any human features, a huge mouth that ran from where each of her ears should've been seemed to take up half of her head, all jagged fangs, drool and exposed gums. Rather than the translucent fabric on his costume, her eyes resembled rheumy tracts of sclera, twisted into the familiar teardrop shape. He shuddered at the thought of what the symbiote must have done to the poor woman it had bonded with. She looked more like a mutated humanoid _creature_ than a woman in costume.

Last of all he noticed the distorted white spider symbol on her chest, like a mockery of the one on his own.

" **Enjoying the view**?" She hissed at him. She sounded like he imagined a crocodile would if you taught it to speak English.

She reached the end of the webline and clambered onto his cocooned body until they were face to face.

" **Have you realised where we are yet?"** As she spoke his face was sprayed with viscous green spittle and her breath, which reeked of rotting meat and battery acid made him recoil.

He had pushed the memories from his mind, not wanting to acknowledge what had happened here 5 years ago. Only now that he was reminded, did he realise that he was on the same corner of the bridge that Norman Osborne had thrown Gwen from. She'd probably passed through this very spot as she fell.

 _But how did this monster know that?_

"If you're trying to dress up as me, you should speak to your tailor. They took the trick or treat features way too far." He used the quip to bolster his confidence for the words that mattered.

"Who are you and why did you bring me here?"

He tried not to sound intimidated, despite his face being only a few centimetres from jaws large enough to bite off his head.

" **Awww, don't you recognise us Pete? You're hurting our feelings."**

The creature shut its mouth and a wet, muffled grinding sound like bone on bone came from within. Then the mouth opened wide, like a snake dislocating its jaws. Within was a woman's face, damp with slime, a woman with familiar blonde hair and blue eyes.

"G..Gwen!?"

Peter was in shock, a hundred conflicting thoughts and emotions racing through his mind. For once in his super-hero career, he was lost for words.

"Surprised to see us again?" She said with a mock pout. "Did you write us off?"

Peter stammered inarticulately, too overwhelmed to reply.

She put a black, clawed hand over his mouth to silence him.

"Let me save you wasting your breath with questions." She began

"When you discarded the symbiote, leaving her to die in that bell tower just like you left Gwen to die on this bridge. She managed to get away and lick her wounds but she was weak, she needed a host to survive."

As she spoke, she crawled over him from his chest to his back, to his chest again. It reminded Peter of a spider inspecting trapped prey.

"From your mind she learned about Gwen and paid a visit to the cemetery. Gwen was dead and rotting by then of course. But there was enough tissue left, enough DNA for the symbiote to rebuild her body and her mind, to revive her."

"It brought you back from the dead!? It's not possible!" Peter spluttered.

"Oh you have no idea what's possible Peter. The symbiote has visited thousands of worlds, millions of civilizations and learned secrets you can't imagine. Between that and its own natural abilities, reviving Gwen was only a matter of patience."

She dug her claws into him like a cat, but not quite enough to break the skin.

"How do you imagine poor Gwen felt when she pulled herself out of the ground? Everyone had forgotten her and moved on; the man she loved had not only failed to save her but failed to avenge her as well. Her murderer Norman Osborne was still living like a king in his high tower, free to ruin more lives just as he'd ruined hers whilst she rotted in the cold earth."

"Mmmph" Peter tried to speak, but her hand was still clamped over his mouth.

"Oh don't you worry about Norman Pete; we'll take care of him ourselves. We're looking forward to that."

She paused.

"Now where was I? Ah yes, poor Gwen feeling lost and abandoned turned to the one who had saved her from the grave. Those two lonely discarded creatures gave themselves to each other completely and bonded together until there was no Gwen and no symbiote, but something new and strong. Something born from the bitter distillation of your failures, we call ourselves… Venom."

Dismayed and overwhelmed as he was by what he was hearing, Peter couldn't help but notice the deranged light in her eyes and the mania in her voice. If this was Gwen, whatever had happened to her had left her with a touch of madness.

He tried to speak again, to reason with her somehow. He couldn't lose her again. But her hand was like a steel vice. She might've even been stronger than him.

She finally seemed to acknowledge his attempts to speak.

"Silly me, it's been so long since we've seen each other… You want a welcome back kiss."

She closed her eyes as her delicate features were engulfed once again, the cruel jaws sliding shut over her face like an organic bear trap. The hand over his mouth trembled and withdrew.

" **Gwen, wait!"** he shouted, but it was too late.

The terrible jaws opened wide, revealing only a gaping maw where Gwen's face had been moments before. A long, slimy tongue like a giant worm, thick as Peter's forearm slithered out and smushed against his face, pushing against his eyes and mouth as it coiled about his head, covering him in putrid green slime before it disappeared back into the creature that-had-been-Gwen's mouth.

" **Mmmmm, you taste just like we remember. It's enough to give a girl an appetite."**

As Peter spat and tried to blink away the acrid mucus, she pulled on another webline and a second cocoon dropped down to hang a few feet in front of him. Though her mouth was gagged, Peter instantly recognized her as MJ, her long red tresses blowing in the cold wind.

" **Ah yes, the treacherous slut who couldn't even wait until our funeral was over before making a pass at our man. How long did it take before you managed to crawl into his bed? You were supposed to be our best friend Mary Jane!"**

"Gwen please, it wasn't like….." Peter started

" **Shut up!"** The Gwen-thing growled.

" **There is no Gwen anymore, only Venom! You saw to that!"**

As she looked at MJ, her leering grin seemed to grow wider and even more drool began to drip from her jaws. She turned back to Peter.

" **We're going to eat her brain whilst you watch."** She said as her tongue thrashed excitedly, the tip flicking against his face.

" **How's that sound….** _ **tiger?"**_


End file.
